10-K/A

 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                                  Form 10-K/A

                      AMENDMENT TO APPLICATION OR REPORT

                   Filed Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

                      Equity Residential Properties Trust
              --------------------------------------------------
            (Exact Name of Registrant as Specified In Its Charter)



                                AMENDMENT NO. 1



The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K as set
forth in the pages attached hereto:

Filing of amended information in Part IV, Item 14 of Form 10-K for the year
ended December 31, 1995.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                      Equity Residential Properties Trust
              --------------------------------------------------
            (Exact Name of Registrant as Specified In Its Charter)



                                 Equity Residential Properties Trust

Date:  August 26, 1996

                                 By:  /s/ Michael J. McHugh
                                      ----------------------------------
                                      Michael J. McHugh
                                      Senior Vice President, Chief
                                      Accounting Officer and Treasurer


 
                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Trustees
Equity Residential Properties Trust

     We have audited the accompanying consolidated balance sheets of Equity
Residential Properties Trust and Predecessor Business (the "Company") as of
December 31, 1995 and 1994, and the related consolidated and combined statements
of operations, changes in shareholders' equity and predecessor business capital
account and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Equity
Residential Properties Trust and Predecessor Business as of December 31, 1995
and 1994, and the consolidated and combined results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.



                                                     GRANT THORNTON L.L.P.

Chicago, Illinois
February 14, 1996, except for
Note 20, as to which the date
is March 14, 1996

                                       2

 
Note 4(a) of the Notes to Consolidated and Combined Financial Statements
included in the Annual Report on Form 10-K for the year ended December 31, 1995
is hereby amended and restated in its entirety as follows:

4.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a)  Rental Property

     Rental property is recorded at cost less accumulated depreciation less an
adjustment , if any, for impairment. Rental properties intended to be held and
operated by the Company over their remaining useful life are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the particular rental property may not be recoverable. If
these events or changes in circumstances are present, the Company estimates the
sum of the expected future cash flows (undiscounted) to result from the
operations and eventual disposition of that particular rental property, and if
less than the carrying amount of the rental property, the Company will recognize
an impairment loss. Upon recognition of any impairment loss the Company measures
that loss based on the amount by which the carrying amount of the rental
property exceeds the estimated fair value of the rental property.

     For rental properties to be disposed of, an impairment loss is recognized
when the fair value of the rental property, less the estimated cost to sell, is
less than the carrying amount of the rental property measured at the time the
Company has a commitment to sell the property and/or is actively marketing the
property for sale. Rental property to be disposed of is reported at the lower of
its carrying amount or its estimated fair value, less its cost to sell.

     Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets. The Company uses a 30-year estimated life for buildings and
land improvements and up to a seven-year estimated life for furniture, fixtures
and equipment. Expenditures for ordinary maintenance and repairs are expensed to
operations as incurred and significant renovations and improvements that improve
and/or extend the useful life of the asset are capitalized over their estimated
useful life. Initial direct leasing costs are expensed as incurred and such
expense approximates the deferral and amortization of initial direct leasing
costs over the lease terms. Property sales or dispositions are recorded when
title transfers and sufficient consideration has been received by the Company.
Upon disposition, the related costs and accumulated depreciation are removed
from the respective accounts. Any gain or loss on sale or disposition is
recognized in accordance with generally accepted accounting principles.


                                       3

EX-23

 
                      CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation of our report on page 2 of this Form
10-K/A by reference in the prospectuses constituting part of the Registration
Statements on Form S-3 (Nos. 33-84974, 33-96792 and 33-97680) and Forms S-8
(Nos. 333-06867 and 333-06869) of Equity Residential Properties Trust.
 


                                                     GRANT THORNTON L.L.P.

Chicago, Illinois
August 26, 1996